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Terms of Sale

RESPONSIVENESS ~ FROM DESIGN TO DELIVERY™

Seller warrants that at the time of shipment the product covered by this contract meets Seller's published specifications, if any, or as may be otherwise stated in this contract. Recommendations of Seller, if any, for the use of the product sold hereunder are based upon standard laboratory tests believed to be reliable, but Seller makes no warranty of any results Buyer might obtain in any particular application. THE ABOVE WARRANTIES ARE GIVEN IN LIEU OF ALL OTHER WARRANTIES EITHER EXPRESSED OR IMPLIED. SELLER DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL THE SELLER BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT LOSSES OR DAMAGES ATTRIBUTABLE TO THE SALE OF THE PRODUCT UNDER THIS CONTRACT OR ANY OTHER MATTER ARISING OUT OF OR IN CONNECTION WITH THIS CONTRACT. SELLER'S LIABILITY FOR DAMAGES UNDER THIS CONTRACT OR OTHERWISE SHALL IN NO EVENT EXCEED THAT PART OF THE PURCHASE PRICE APPLICABLE TO THE PRODUCT WITH RESPECT TO WHICH SUCH DAMAGES ARE CLAIMED. Buyer must give Seller written notice of any claim of breach of warranty within 10 days after the occurrence of the event upon which such claim is founded; the failure of Buyer to give such written notice shall be a waiver of all claims. Buyer assumes all risk of patent infringement by reason of any use Buyer makes of the product in combination with other substances or in the operation of any process. The above warranties extend only to the Buyer.

All amounts payable hereunder shall be paid in cash, or in negotiable paper collectible at its face value, in United States funds at the location indicated on Seller's invoice. Should Seller at any time determine not to ship on the terms of payment stated in this contract, Seller may change the terms of payment and/or require prepayment as a condition of shipment, and will so notify the Buyer.

If the present or future interpretation or the future imposition of any law, governmental decree, order, regulation, or ruling under any existing or future legislation shall prevent Seller from increasing the price or revising the price as herein provided, or shall nullify or reduce said price specified herein, Seller and Buyer shall promptly meet to determine if mutually agreeable changes can be made in this contract to cause it to conform with such law, decree, order, regulation, or ruling. If mutually agreeable changes can not be effected within sixty (60) days after such meeting, Seller shall thereupon have the right to terminate this contract forthwith by written notice of such termination to Buyer.

If Seller is required to pay federal, state, local or other taxes, excises or charges, or increases thereof upon the production, sale or transportation of the product sold hereunder not now included in the price specified herein, Buyer shall reimburse Seller for the same.

Title to and risk of loss of all product sold hereunder shall pass to Buyer upon Seller's delivery to carrier at point of shipment whether or not Seller pays all or any part of the freight.

Buyer assumes all risks and liability for results arising out of unloading, discharge, storage, handling and use of the product, or arising out of compliance or non‑compliance with federal, state, municipal or local laws and regulations with reference thereto. Seller shall have no liability for the failure of discharge or unloading equipment or materials used by Buyer, whether or not supplied by Seller.

Unless product sold hereunder fails to meet the express warranties set forth in paragraph one (1) above, Buyer shall indemnify, defend and hold Seller harmless from all costs, expenses, damages, judgments or other loss, including costs of investigation, litigation and reasonable attorney's fees, arising out of Buyer's selection, use, sale and further processing of the product sold hereunder.

Either party shall be relieved from liability hereunder for failure to perform any of the obligations herein imposed, except the obligation to pay for the product already delivered, for the time and to the extent of such failure to perform, if Buyer's failure to take, use or consume, or Seller's failure to make delivery, is occasioned by any cause or causes of any kind or character reasonably beyond the control of the party failing to perform (any such cause herein called “force majeure”) , including, without limitation: (1) Acts of God, fire, explosion, flood, hurricanes; (2) Strikes, lockouts or other industrial disturbances or riots; (3) War, declared or undeclared; (4) Compliance with any Federal, State, Municipal or Military law, regulation, order, or rule, foreign or domestic, including priority, rationing, allocation or pre‑emption orders or regulations, or cancellation of Seller's or Buyer's license to operate its plant; (5) Shortage or breakdown or other failure of facilities used for manufacture or transportation, shortage of labor, power, fuel or raw materials; or (6) total or partial shutdown due to Seller's normal plant turnaround. In the event of either party being rendered unable by force majeure to carry out its obligations under this contract, other than to make payments due hereunder, such party shall give notice and full particulars including the expected duration of such force majeure in writing, and upon the giving of such notice the obligations of the party giving such notice, so far as they are affected by such force majeure shall be suspended during the continuance of any inability so caused but for no longer period, and such cause shall be so far as possible remedied with all reasonable dispatch. Upon the cessation of the cause or causes for any such failure or delay, performance hereof shall be resumed, but such delay shall not, except by mutual agreement, operate to extend the term of this contract or obligate the Seller to make up deliveries or Buyer to purchases quantities so missed. It is understood and agreed that the settlement of strikes or lockouts involving the parties hereto shall be entirely within the discretion of the party having the difficulty, and that the above requirements that any force majeure shall be remedied with all reasonable dispatch shall not require the settlement of strikes or lockouts by acceding to the demands of the employees involved, when such course is inadvisable in the discretion of the party having the difficulty.

Seller may distribute its supply of raw materials and/or finished goods among itself, for its own manufacturing uses, its customers and Buyer in such manner as Seller deems practicable. Buyer agrees to accept, as full and complete performance by Seller, deliveries in accordance with such determination as Seller may make. In no event shall Seller be required to purchase material or product from third persons in the event Seller invokes one of the above mentioned clauses, nor will Seller be liable for any cost increases suffered by Buyer in purchasing product from a third party.

This contract is not assignable or transferable by Buyer in whole or in part without the prior written consent of Seller.

No statement or agreements, oral or written, made before or at the signing of this contract shall vary or modify the written terms hereof, and neither party shall claim any amendment, modification or release from any provision hereof unless such change is in writing signed by the other party and specifically stating it as an amendment to this contract. No modification or addition to this contract shall be effected by the acknowledgment or acceptance by Seller of a purchase order, acknowledgment, release or other forms submitted by Buyer containing additional or different terms or conditions, and Seller hereby gives Buyer notice of the rejection of such additional terms and conditions.